That Viacom and CBS closed a $11.7 billion merger about a year ago on Dec. 4, 2019 took no one by surprise, but theoccurred after a remarkable stretch of legal strife concerning Sumner Redstone's slipping health, Viacom's ousted leadership, a war with Les Moonves, and more. Throughout this time, and the reason why almost everyone expected ViacomCBS to eventually happen, was the presence of Shari Redstone, an ambitious overseer who was widely known to favor a merger.
The suing shareholders allege that Shari Redstone was obsessed with attaining the status of “media magnate” so as to surpass her father's legacy and thus pursued the merger at nearly all costs. According to the suing shareholders, once her father was out of the picture, Shari Redstone whittled away the governance protections her father had once installed. Then came repeated attempts at merger, and ultimately, the negotiations that resulted in ViacomCBS.
The defendants urged the judge to apply the deferential business judgment rule. They characterize the lawsuit as nothing more than dissatisfaction with Redstone's presence on both sides of the transaction.